UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. One)
First American Railways, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
317931103
(CUSIP Number)
(Current Address: 2626 Cole Avenue, Suite 700, Dallas, Texas 75204)
John P. Watters, EFO Fund, Ltd., 1111 West Mockingbird, Suite 1400, Dallas,
Texas 75247
(Name, Address and Telephone of Person Authorized to Receive Notices
and Communications)
(Former Address)
December 31, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or
(4), check the following box .
Check the following box if a fee is being paid with the statement: .
(A fee is not required only if the reporting
person: (1) has a previous statement on file reporting beneficial ownership
of more than five percent of the class of
securities described in Item 1: and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of
five percent or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a)
for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
persons initial filing on this form with respect
to the subject class of securities, and for any subsequent amendment
containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be filed for the purpose of
Section 18 of the Securities Act of 1934 (Act) or otherwise subject to the
liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D
CUSIP No. 317931103 Page 2 of 5 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EFO Fund, Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
3. SEC USE ONLY
4. SOURCE OF FUNDS
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d)
or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
7. SOLE VOTING POWER
462,857
8. SHARED VOTING POWER
9. SOLE DISPOSITIVE POWER
462,857
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
462,857
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.86%
14. TYPE OF REPORTING PERSON
PN
SEE INSTRUCTIONS BEFORE FILING OUT
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Item 1 Security and Issuer
Item 1 is hereby amended in its entirety to read as follows:
This Schedule 13D (Amendment One) relates to the following securities of
First American Railways, Inc. (the
Issuer) which were sold by the Reporting Person on December 31, 1997.
? 270,000 shares of the Common Stock (the Common Stock).
The Reporting Person continues to own the following Securities of the Issuer:
a) 270,000 warrants to purchase Common Stock exercisable at $3.50 per share
through May 9, 1998; and
b) $675,000 Convertible Secured Notes, 10% Coupon, Maturity Date: April 26,
2001, Convertible into
Common Stock @ $3.50 per share (192,857 Common Stock equivalent).
Assuming exercise of the warrants and total conversion of the Notes, the
aggregate of the securities owned by the
Reporting Person would be 462,857 shares of the Common Stock.
The principal executive office of the Issuer is located at 3700 North 29
Avenue, Suite 202, Hollywood, Florida
33020.
Item 2 Identity and Background
Not amended.
Item 3 Source and Amount of Funds or Other Consideration
Not applicable.
Item 4 Purpose of Transaction
Item 4 is hereby amended in its entirety to read as follows:
The purpose of the original acquisition and the present disposition were for
investment purposes.
Depending on market conditions and other factors the Reporting Person may
deem material to an investment
decision, the Reporting Person may purchase shares of Common Stock from
time to time and may dispose of all or a
portion of the shares of Common Stock he now beneficially owns or may
hereafter acquire. Except as set forth in
this Item 4 or in Item 5, the Reporting Person has no present plans or
proposals that relate to or would result in any
of the actions specified in clauses (a) (j) of Item 4 of Schedule 13D.
Page 3 of 5
Item 5 Interest In Securities of the Issuer
a) Item 5 (a) is hereby amended to read as follows:
Subsequent to the disposition described in subsection c of this Item 5, the
Reporting Person now
beneficially owns 462,857 shares, constituting approximately 4.86%, of the
Common Stock issued and
outstanding.
b) Not amended.
c) Item 5 c is hereby amended to read as follows:
On December 31, 1997, the Reporting Person sold 270,000 shares of Common
Stock in the open market at
the following per share prices:
i) 15,000 shares at 3/8; and
ii) 255,000 shares at 1/4.
d) Not amended.
e) Item 5 (3) is hereby amended to read as follows:
On December 31, 1997, the Reporting Person ceased to be the beneficial
owner of more than five percent
(5%) of the class of securities.
Item 6 Contracts, Arrangements, Understandings or Relationship with Respect
to Securities of the Issuer
Not amended.
Item 7 Material to be Filed as Exhibits
Not amended.
Page 4 of 5
After reasonable inquiry and to the best of the undersigneds knowledge and
belief, the undersigned certifies that the
information set forth in this statement is true, complete and correct.
DATED: January 9, 1998.
EFO FUND, LTD., a Texas
Limited partnership
By: EFO Investment Partners,
Ltd., a Texas limited
Partnership, its General
Partner
By: EFO Holdings, Inc.,
A Texas corporation,
Its General Partner
By: John P. Watters, President
